


Playing with Watches

by Laparoscopic



Category: El Goonish Shive
Genre: First Time, Gay Sex, Gen, Gender Swapping, Illustrated, M/M, Magic, OOC, Oral Sex, Sex Change, Transformation
Language: English
Status: Completed
Published: 2018-11-05
Updated: 2018-11-05
Packaged: 2019-08-17 16:16:40
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 9,244
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16519871
Author URL: https://archiveofourown.org/users/Laparoscopic/pseuds/Laparoscopic
Summary: Susan tries out a magic watch she got from Tedd.Perhaps obviously, inspired byDan's comments on the accompanying illustration.





	Playing with Watches

Susan sat cross-legged in the middle of her bed and looked at the watch in her hands. She turned it over and over, examining first the front, then the back, as if trying to discern some deeper meaning from it. Calling it a “watch” was a stretch, as it didn’t display the time. It was just a small disc with a button on a wrist strap. Tedd apparently bought them in bulk from a novelty supply company. There was no externally visible indicator that it was, in fact, a _magic_ watch.

_Feh. A magic watch. What a notion_ , she thought, smiling sourly. _I bet Gandalf never wore a magic watch._

Of course, Gandalf probably never wanted to change his sex, either.

Susan wasn’t totally sure why she had pulled the magic watch out to look at this afternoon. Tedd had given it to her weeks ago, and she had dropped it into her magic tool chest and proceeded to ignore it. Swearing that she had no reason to want to change her sex, she had accepted the watch from Tedd in the first place merely to make him happy. Well, more accurately, so that he’d stop bugging her to take it.

“For heaven’s sake, Tedd, I’m happy as a woman. I don’t have any need to shift to male,” she’d told him.

Tedd shrugged. “Yeah, I know, but—don’t you think it’s good to keep your options open?”

Susan laughed. “People have survived for thousands of years without having that option. Why would I need it now?”

“Well, not _need_ , but—you said that being male at Grace’s birthday party was educational.”

Susan flushed. She hadn’t shared with Tedd _every_ aspect of her “education,” but certain parts of that night suddenly came back to her in embarrassingly vivid detail. _I’d never realized just how bloody_ ** _easy_** _it is for men to become sexually aroused…_

“Fine,” she grumbled, startling Tedd as she snatched the female-to-male transformation watch from his hand. “I’ll take it. Happy now?”

“Uh. Yeah. I guess…” he said, looking a bit taken aback.

And now she had been sitting here, looking at it for a good fifteen minutes, wondering if she dared try it on.

_For heaven’s sake, if I’m going to do it, just_ ** _do_** _it_ , she chided herself. _I can switch back at any time. It’s not like it’s a long-term commitment._ Slowly, she slipped the strap around her wrist, and fastened the clasp.

She held a finger over the button on the watch, hesitating, then she suddenly recalled something Grace had once said to her: “I hate to stretch my bras out of shape by shifting to male form while wearing one. That’s an expensive mistake.” Muttering a curse to herself, she stood up and peeled off her shirt and slipped out of her bra, the pulled the shirt back on. The t-shirt was loose and stretchy enough that it could probably contain a broader-chested male physique.

As she was folding her bra and placing it on top of her dresser, she heard the _chirpity-chirp_ sound of the old Star Trek communicator from her laptop. It was the Message Received tone she’d assigned to Justin. Relieved to have any excuse to put off action a while longer, she sat down at her desk and checked her messages.

To: PokemonSamurai & Trekkie4Life42  
Today, 12:07 PM _PokemonSamurai:_ _PokemonSamurai:_ Hey we still on for this afternoon?

Susan glanced at the time. She’d spent more time vacillating about the watch than she’d realized. Since graduation, she and Justin had fallen into the semi-regular habit of getting together on Monday afternoons, when they both were off from work.

To: PokemonSamurai & Trekkie4Life42  
Today, 12:07 PM _PokemonSamurai:_ Hey we still on for this afternoon?  
  
_Trekkie4Life42:_ Yes. Would you mind coming over to my place instead of meeting at the store?  
  
_PokemonSamurai:_ Sure. Wassup?  
  
_Trekkie4Life42:_ I want your opinion on some things.  
  
_PokemonSamurai:_ Ok what kind of things?  
  
_Trekkie4Life42:_ The kind of things we don’t usually discuss via text.  
  
_PokemonSamurai:_ ??  
  
_Trekkie4Life42:_ Related to Tedd. And his hobbies.  
  
_PokemonSamurai:_ Oh yeah sure np  
  
_Trekkie4Life42:_ ?? What did you *think* I meant?  
  
_PokemonSamurai:_ Nvm cu in a half hour  
  
_Trekkie4Life42:_ See you.  
  


Susan sat back from the computer and frowned. What _had_ Justin imagined she wanted an opinion on? Then she shrugged and stood up to get a bite to eat before he arrived. She hesitated a moment when she got to her bedroom door, glancing down at her chest. It wasn’t as if her breasts weren’t small and firm enough to survive without a bra, but going bra-less wasn’t her usual style. _But if I’m going to be transforming, it would easier to not have to take it off again. Less awkward than stepping into the bathroom to take it off while he’s here._ She gave a mental shrug. _What the heck. He’s gay. He probably won’t even notice, or care, that I’m not wearing it._ She looked at herself in the mirror just to double-check. _Not that you can see much through a dark brown t-shirt anyway._ She felt a frisson of naughtiness at going bra-less, the notion of her nipples possibly being at all visible, then she pushed the emotion aside and went to grab a quick lunch.

 

 

* * *

 

 

Justin looked surprised when Susan began to lead him up to her room instead of down to the family room in the basement where they usually hung out.

“So, what did you want an opinion on? It _is_ something magical you wanted to talk about, right?”

Susan nodded. “Yeah.” She waved a hand at the room, inviting him to sit wherever he wished. He pulled her desk chair out and swung his leg over it, sitting astride it backwards like Riker, his arms resting on the seat back. She sat down on the edge of her bed and held out her wrist, showing him the watch.

He looked at her wrist, then frowned quizzically at her. “Yes?”

Susan stared back at him for a moment, then realized, “Oh! You’ve never seen one of Tedd’s watches?”

“ _Tedd’s_ watches?” He frowned. “That’s a watch? How does it tell the time?”

Susan waved that question aside. “It doesn’t, actually. Tedd has this way of enchanting these toy watches, ‘programming’ spells into them. Usually some form of gender transformation, given that it’s Tedd.”

“Oh!” Justin gave the watch a closer look, then shrugged. “Doesn’t look particularly magical.”

“True. But if I press the button and concentrate on a number from one to five, I transform into one of five different male forms.”

Justin’s eyes went wide. “Okay. Wow. Like, one is Tedd, two is…Elliot, like that?” His face was a little pink.

Susan shook her head. “No, those would be different clone forms. Which he _can_ do, but this one is just for sex changes. One is a simple sex change, fairly androgynous, two is taller and more masculine but with long hair, three is like two but with short hair, four is _really_ muscular with long hair, and five is the same as four but with short hair.”

Justin sat blinking for a moment, his gaze focused inward, as if envisioning those variations. “Wow,” he repeated. “That’s impressive.” He shook his head, and looked back at Susan. “So, what did you want my opinion on?”

Susan grimaced. “Well…not so much an opinion, as hand holding.”

“Hand holding?” Justin asked blankly.

“Figuratively,” Susan added hastily. “Not literally. I’m just…nervous about trying this out, is all.”

“Then why do it?”

Susan shrugged. “I got to thinking about Grace’s birthday party, when I transformed to male. How I felt, what I did, what was different.”

“Ah…what about what _we_ did?” Justin asked, referring to their brief fumbling kisses on the basement couch. Susan noticed his face was still pink.

“Uh…that wasn’t really the focus of my thoughts, honestly,” said Susan, also blushing at the memory. “It’s more…” She ran a hand through her hair, pushing it behind her ear, and looked away from Justin. “Look. It’s hardly a secret that my mother is a misandrist.”

Justin snorted. “True.”

“And when I was younger, I just accepted her statements at face value. But. As I get older, and get to know more boys— _men_ —like you, and Elliot, and even, God help me, Tedd, I’ve come to realize just how far off base from reality her view of the male sex is.”

She looked up at Justin to see him giving her a crooked little smile. “I’m glad you’re willing to concede that we’re not all irredeemable scum.”

Susan laughed. “Sorry, it does sound like I’m damning with faint praise there a bit, doesn’t it?”

Justin waved her apology aside. “That’s all right. But what does this have to do with magic watches?”

“You mean, what does it have to do with me becoming male?”

“Yeah.”

“I…I don’t believe my mother has any basis for saying that all men are just base animals, slaves to their instincts and desires. I know she’s just projecting her anger at my father onto you all. But…” Susan bit her lip, feeling a bit embarrassed.

“But?”

“But…I remember being male. And how I was a lot quicker to anger. And I was…more easily aroused, and I…acted more rashly.” She shot him a nervous smile. “Speaking of what we did in the basement.”

“Ah.” Justin’s blush returned.

“But extrapolating from just a single data point seems illogical. I guess I wonder how much of that was just due to the newness of the situation and how much of it was actually because I was male.”

Justin blew out a breath and gazed at the ceiling for a long moment before turning back to Susan. “Listen, I’m not going to say that men and women aren’t different, because that’d just be silly, but…I think you may be over-thinking this. Attributing too much to sex, or gender. When you come right down to it, people are people. Some are, ah, irredeemable scum, no matter what sex they are. But I like to believe most are not.”

Susan nodded. “I know. I know. I guess what it comes down to is…” She looked down at the floor and said quietly, “If men _aren’t_ uncontrollably driven by their hormones and their sex, then what my father did to my mother…”

“Ah. Yeah. That.” Justin rubbed the back of his neck, grimacing.

Susan looked up and gave Justin a sad smile. “I’m honestly not sure if I’d rather find out that Mother was right or that she was wrong. Either way…”

“Hmm.” Justin looked at a loss for words, and they just stared at each other for a long moment.

Susan shook her head sharply. “Oh, to heck with it. Four four four,” she said as she pressed the button on the side of the watch.

The world blurred and shifted around Susan, and when the world regained focus, a tall man with long blue-black hair was sitting on the bed.

“Wow,” said Justin, his eyes wide.

Susan was immediately distracted from Justin’s reaction by a bit of discomfort in the groin. He shifted uncomfortably on the bed, then stood up and bounced a little from foot-to-foot. “Nuts.” Then he frowned and said again “Nuts? Nuts. Wow, my voice sounds weird.”

“What’s wrong?”

“Uh…nuts.” Susan grinned awkwardly at Justin. “I remembered to take off my bra and wear loose sweat pants, but it didn’t occur to me—girls’ panties aren’t exactly cut to hold…extra equipment.”

Justin choked back a laugh, converting it to a cough. “Ah. Yeah. You might want to, uh, step into the bathroom and do a front-end realignment.”

“Front-end realignment?”

“You know…” He gestured vaguely towards Susan’s crotch. “Adjust the tackle to a more comfortable position.”

“Ah. Yeah.” Susan blushed at the notion, but…it really _was_ uncomfortable. He stepped into the bathroom and shut the door.

He hesitated a moment with his hand at the waist of his pants, reluctant to just plunge his hand into his panties to adjust things. _I can touch it. It’s just me. It’s_ ** _my_** _penis._ He snorted, and shook his head. _Now there’s a phrase I never imagined I’d be thinking. Thank you, Tedd…_

He decided to avoid the issue altogether by just taking off his panties and going commando. No contact with unusual genitalia required. _It’s only for while, and I can wash these sweats afterwards_ , he thought. He closed his eyes, unaccountably shy about seeing his own anatomy, and quickly slid off his sweats and panties, then pulled the sweats back on again.

The sensation of the soft cotton sliding over his penis was…distracting. _Yes, distracting, that’s the word for it_ , Susan thought, trying to avoid getting turned on. He opened his eyes, and his image in the mirror caught his eye. Susan froze, distracted from the distraction by the sight he presented.

_Wow._ That was what Justin had said after he’d transformed, and now Susan could see why. _I’m pretty dang hot. A lot more buff than I was at Grace’s party._ He bit his lip as he turned from side to side, studying his image, and the distraction in his sweatpants increased.

_Oh, for God’s sake, I know I said men get aroused more easily, but this is ridiculous._ His irritation cut through the flush of arousal he’d felt, and things settled down a bit.

“Susan? Everything okay in there?” Susan jumped at the sound of Justin’s voice through the door. He turned away from the mirror and went back out into the bedroom.

Justin’s gaze swept Susan from head to toe, checking him out in a way that Susan was used to experiencing from other guys, but had never seen from Justin before. _Of course not, idiot, he had no interest in you before._

Justin shifted in his seat, and shook his head with an admiring smile. “Well, Tedd does quality work, I’ll give him that. Uh, not that the base material he was working with wasn’t good to begin with, I mean, you’re beautiful as yourself, too, it’s just that, ah…” Justin trailed off, and closed his eyes for a moment with an embarrassed grimace. Opening them again, he concluded lamely, “You look good.”

Susan laughed. “It’s fine, Justin. I never expected you to find my female self sexy.” He glanced at himself in the full-length mirror by the desk, and added, “I gotta say, this form _is_ pretty hot.” He ran a hand across his chest. “Feels weird, having hard muscle here instead of breasts.” He felt his breath catch as his hand grazed his nipple, causing the small nub to erect. _Shit, I didn’t think male nipples were as sensitive as female ones._

“Something wrong?” asked Justin, apparently noticing Susan’s little gasp.

“Just…getting used to the new terrain,” Susan said. He moved his hand down across his stomach, away from his nipples. “Wow. I’ve never had washboard abs before.” He hesitated a moment, then lifted his shirt to look at them in the mirror. “Wuf.” He glanced at Justin and gave an apologetic smile, “I mean, I know I didn’t work for them the way you do, it’s all just magic, but still…this is kinda cool.”

“I’d say hot, rather than cool,” said Justin wryly. “And besides, I’ve sometimes wondered if my abs aren't part of my magic, too.”

“Say what?”

“I mean, I work out a lot, but I don’t do a lot of the core-focused exercises you’d normally need to do in order to see this kind of result.”

“What kind of result?” asked Susan, then blushed. “I mean, uh…” He gave Justin an awkward smile. “I showed you mine, will you show me yours?” Then he groaned to himself. _God, that sounded juvenile._

Justin laughed and stood up. “Sure.” He pulled up his shirt, revealing abs even more sculpted than Susan’s.

“Jeez.” Susan involuntarily reached out and ran a hand slowly across Justin’s exposed flesh, then he jerked his hand back as he realized what he was doing. “Sorry, sorry, I just…uh, you’re amazing.” Susan had previously admired Justin’s physique in the abstract, but, knowing he had no interest in her, she’d mostly appreciated him on an aesthetic level. Not at all sexual.

Now, however…

_Shit. Going commando was_ ** _not_** _a good idea_ , Susan realized. Not having any underwear to contain the “tackle,” as Justin phrased it, was fast becoming problematic. He tried to think unsexy thoughts, but that effort was short-circuited when he felt Justin’s hand returning the caress across his own abs.

And it _was_ a caress. And it felt good. Susan realized that he was feeling absolutely no worries about physical contact that he might normally feel while in his “usual” body. He smiled shyly up at Justin, and put his arm around Justin’s waist. Justin’s back was as hard and muscular as his front, and felt just as delightful.

Justin smiled back and let a single finger trace the centerline of Susan’s abdomen. It stopped just short of Susan’s sweat pants, and he pulled away, looking abashed.

“Sorry,” Justin said. “I was just…” He shook his head. “I don’t know _what_ I was just doing.”

“Touching me,” replied Susan quietly, leaving his arm around Justin’s waist. “And it felt nice.”

Justin’s eyebrows shot up. “Really? Not…yucky? Scary?” They’d talked enough about Susan’s phobias and neuroses in the past that he knew just how unusual that was.

“Yeah. I think…I remember this from Grace’s party. Touch wasn’t as frightening when I was in that form. Apparently it’s the same in this one.”

“Huh. Wonder why.”

Susan shrugged. “No idea.” He bit his lip and looked up at Justin. “I…want you to touch me more. I want to touch _you_ more. It feels odd, but good, to be able to enjoy touching without neurotic reactions.”

Justin snorted. “Yeah, I can see how good it feels.”

Susan glanced down at the tent in his sweatpants. “Shit. There’s really no controlling that thing, is there?”

Justin shot him an amused look. “Didn’t you once complain to me about men’s habit of referring to their dicks as independent entities?”

“I may have more sympathy for the phenomenon now.” Susan sighed and let go of Justin, and sat down on the bed. He tried, unsuccessfully, to discretely tuck his erection to the side so it wasn’t pointing straight out at Justin. Finally he gave up and folded his hands in his lap, sort of covering it up. _It doesn’t help that I appear to be more generously endowed as a man that I am as a woman,_ Susan grumbled to himself.

Susan looked up at Justin, still standing there, and gave him a tentative smile. “I’m sorry. I didn’t invite you over here today to seduce you. I really did just want some moral support while I tried this form out.”

Justin sat back down in the desk chair, and Susan noticed that he wasn’t the only one having problems with tenting. Justin nodded. “I know. But it can be a bit of a mind-fuck, becoming the opposite sex.”

Susan snorted. “That’s a good way to put it.” He lifted a hand towards Justin, then, grimacing, he dropped it. “Should I shift back to female now?”

“Do you want to?”

Susan closed his eyes and thought for a moment. He was pleased to feel his erection slowly subsiding. “No. What I want…” He swallowed nervously. “What I _want_ is to tear off my clothes and rub myself all over you.” Justin made a high-pitched sound that was halfway between a laugh and a moan. Susan opened his eyes and looked at his friend. “But mainly what I want is to not mess up our friendship.”

Justin nodded, and stared back at Susan for a long moment. Finally, he said, “You know I love you. As a friend. And I don’t want to mess up our friendship either. But…” He gave a rueful smile. “You are so damn hot right now it’s taking all my willpower just to stay seated over here.”

“I think…as long as we’re willing to talk things out afterwards…not let anything fester between us…”

Justin nodded slowly. “Yeah?”

A distant voice in the back of Susan's head was trying to remind him of something he'd said earlier about acting rashly. That voice of reason was drowned out by the pulse pounding in his ears. He peeled off his t-shirt and tossed it to the side, then sat staring at Justin, not sure of what to do next. That one action was all he had the courage to perform just now.

Susan crossed his arms protectively across his chest for a moment, then dropped them. It felt truly weird to be casually topless in front of another person. A guy, at that. Societal programming of body modesty didn’t just disappear with the new form, he noted wryly.

Susan was pleased to see Justin's pupils dilate as he took a deep breath, eyes traveling up and down the length of Susan’s torso.

“Would you…touch me? Please?” Susan whispered.

Justin stood up slowly, and stepped over to the bed. Susan was simultaneously pleased and a bit intimidated to see that he was still visibly aroused.

“Are you sure about this, Susan?”

Susan tried to give the question the serious thought it deserved. But Justin’s presence, so close, close enough to touch, was highly distracting. It drove all doubt out of Susan’s mind. Susan often longed for physical contact, longed for a hug or reassuring touch from another, but that longing had always been accompanied by an uneasiness or revulsion that wasn’t present, now. Not in this body. Susan knew it wasn’t totally wise, or rational, but an overwhelming feeling of _carpe diem_ seized him.

_I just want to be touched. Just this once. Just for a while…_

In response, he reached out and took Justin’s hand. “Yes. I’m sure.” He placed Justin’s hand on the side of his face, then paused, uncertain of what to do next.

Justin gave a soft sigh, as if his own inhibitions were melting away. He smiled at Susan, then ran his fingers back along the side of face and down through his long hair, causing goose-bumps to form all over Susan’s body. He continued running his fingers through Susan’s hair, stroking and combing it out.

“God, I've wanted to play with your hair _forever_ ,” Justin murmured.

Susan giggled, and was startled at how high-pitched his male giggle was. “Really?”

“Yeah. Really.” He sat down on the bed next to Susan and continued to stroke Susan’s hair. Susan closed his eyes and leaned into the touch, leaning up against Justin.

Slowly, hesitantly, Susan wrapped an arm around Justin’s waist and hugged him as he continued to run his hand down Susan’s hair. After a couple of minutes of this gentle petting, Susan asked quietly, “Would you mind taking off your shirt? I…want to feel you. Feel your skin.”

Justin’s hand stilled. “I…if I start undressing…” He swallowed audibly. “I’m not sure where I’d stop.”

Susan turned his head and nuzzled Justin’s neck with his nose, then gave a tentative little lick. Justin gasped. “That’s fine by me if it’s okay by you,” Susan said quietly. “You can stop whenever you want, but… _I’d_ like more.”

Justin gave a quiet sigh, as if he were releasing his final reservations, then he nudged Susan upright and away from him so he could peel off his t-shirt. Susan again admired his physique for a moment, before wrapping his arms back around him. _Feeling_ his physique was even better than looking at it. This sideways hug sitting on the bed was a bit awkward, but Susan wasn’t sure if they should just transition to reclining on the bed right away.

This time Justin didn’t simply stroke Susan’s hair. He began dragging his fingernails across Susan’s scalp as he petted him, and Susan whimpered in response. “Oh, my. I didn’t know…” He felt a flush of heat race down his body, and his penis began stiffening again.

Justin chuckled, which was cut off with a sharp gasp as Susan again licked his neck, more assertively this time. He followed it up with a gentle kiss, lingering and sucking gently on the soft skin above Justin’s pulse point. Justin’s skin didn’t have much taste, but with his nose buried in the side of his neck Susan could smell him, and his scent was slightly musky and masculine. It was just further fuel to the fire igniting in Susan’s core. He sucked harder, and when Justin moaned, he was encouraged to open his mouth and flick his tongue over the sensitive spot.

“Jeez, you’re good at that,” Justin gasped.

Susan chuckled, pleased to be able to please him. “I’m just making it up as I go along.” _Working from a few erotic fanfics I’ve read…_

Justin laid a hand on the side of Susan’s head and lifted his face to his. Susan realized they were both breathing heavily, and Justin’s eyes were dark and lust filled. They stared into each others’ eyes for a long moment.

Susan hesitated, their lips just inches apart. _Is kissing appropriate here? Is that something reserved for lovers, or can it be just for fun, too? Between friends?_

Justin closed the distance between them, and his lips brushed against Susan’s. The sensation overrode his uncertainty. _Umf. What the heck. It’s not as if we’ve never kissed before…_

Susan momentarily tried to remember what little he’d learned of kissing from those brief moments with Justin in Tedd’s basement, but the feeling of Justin’s lips on his quickly drove rational thought away. That time had been confusing and awkward, anyway. This time…was less confusing. Susan felt more certain.

He parted his lips and let his tongue trace the outline of Justin’s lips, and was pleased by the soft throaty sound Justin made. He found himself smiling as he explored further with his tongue, delighted when Justin returned the favor.

_Ah. So_ ** _this_** _is why people enjoy kissing so much._ Susan melted into the experience and moaned as well. He was overwhelmed by both the sensual pleasure of the kiss and the novelty of intimate touch without revulsion or other adverse reaction. Susan lifted his hands to cradle Justin’s face, pulling him close as their kisses grew longer and more heated. Justin’s fingers on the back of Susan’s head continued to dig into his scalp, lightly scratching it, adding more fuel to the fire, and Susan was inspire to reciprocate the gesture. Justin moaned into his mouth, rewarding the action.

As lovely as Justin’s mouth was, Susan remembered his reaction to having his neck kissed, and he moved his mouth away from Justin’s and down along his jaw. Susan smiled at Justin’s groan as he nipped at Justin’s neck.

“Like that, do you?” Susan asked, as he buried his head into the crook of Justin’s neck, snuggling in close.

Justin laughed a bit breathlessly. “ ‘Like’ doesn’t even begin to cover it,” he said.

Susan let one hand drift down from Justin’s head to run across his torso. His lovely, hard, muscular torso. Justin hissed as Susan’s fingers found his nipple, and Susan lingered there a moment, tracing a gentle circle around the small areola.

Justin flopped backwards onto the bed, and Susan, his arm wrapped around his waist, perforce went with him, with a yelp of surprise.

“Sorry,” Justin said with a laugh. “Didn’t mean to startle you.”

“That’s all right,” Susan said. He pulled his arm out from under Justin and propped himself up on his elbows, leaning over Justin, who was lying on his back. He brushed his long hair back behind his ears and looked down at his friend. “This still okay for you?”

“I should ask that of you,” said Justin. “You’re the one with the…hangups about touching.”

Susan shook his head, feeling a little bit of wonder. “Not at the moment.”

“Strange.”

“Yeah. But…nice.” Susan bent forward and licked Justin’s nipple, causing Justin to suck in a sharp breath. Susan giggled. “That’s fun.”

“ _Mmm_. Yeah. You know what else is fun?” asked Justin, with a wicked smile.

“No, wha— _eep!”_ Susan abruptly found their positions reversed, lying on his back with Justin leaning over him, his hands on Susan’s shoulders. _Right, he’s a black belt_ , Susan reminded himself.

The strength in Justin’s hold on him sent a different quiver through him. _God, he’s so strong. So…hot._ For a moment Susan considered trying to reverse their positions again, to try and wrestle Justin back over. But as he stared up into Justin’s eyes, he found that he didn’t really want to.

“What else is fun?” Susan whispered.

Justin growled, a low sexy sound, and bent to lick Susan’s nipple in turn. Susan gasped, and his body arched as he tried to press his nipple harder into Justin’s mouth.

Justin happily cooperated with that, following his lick up with a gentle nibble. Susan whimpered, and ran his hand hands through Justin’s hair, pulling him close.

Suddenly, Susan felt Justin’s hand gliding down his belly, slipping under the loose elastic of his sweatpants. Justin paused with his hand just bare inches away from Susan’s erection, and looked up at him with a questioning expression on his face.

“God, _yes_ , please, touch me,” Susan gasped, his hips thrusting up a little frantically, trying to make contact with Justin’s hand. Justin gave a satisfied smile and moved his hand to the side, over Susan’s hip. Susan almost whimpered in frustration at this near miss, but realized after a moment that Justin had sat up in order to pull Susan’s sweat pants off.

Susan’s erection, freed from the confines of the soft material, sprang upright almost comically as the sweats were pulled down over his legs. Justin stood up and pulled the sweats completely off, then stood by the side of the bed for a moment, looking down at Susan, naked and aroused in front of him.

Susan stared back, panting slightly, overwhelmed by the desire to see Justin naked too. “Why are you still dressed?” Susan asked. He was startled at how deep and throaty he sounded, arousal changing his voice unexpectedly.

Justin just stood and stared a moment longer, shaking his head, a look of wonderment on his face. “You are _so_ beautiful,” he said quietly. “So fucking hot.”

Susan laughed. “From where I’m at, that’s _you_. Get naked and come back here.”

Justin stripped off his pants and socks and stood by the bed a moment longer. Susan was impressed by his cock, standing up at a slight angle from a nest of reddish golden hair. It looked… _irresistible_ , he decided. He reached out for it, and hesitantly wrapped his fingers around Justin’s cock.

Justin moaned softly at the touch. Susan had seen enough internet porn to have a general idea of how to stroke it, but he was uncertain of how firm or gentle his grip could be. Almost without thinking about it, the hand not wrapped around Justin’s cock drifted to his waist and Susan grabbed his own cock for the first time. He gasped.

Susan squeezed himself gently, then more firmly, and enjoyed the sensation, so he duplicated the maneuver on Justin. Justin’s breathing seemed to indicate approval of this, so Susan tried stroking himself, then Justin. It was fascinating to feel real penises in his hands, soft silken skin over a hard, hot core. The sensation of rubbing his own cock was wonderful; the notion that he was making Justin feel something similar compounded the thrill.

It was only a matter of a few moments before Susan felt the sudden upwelling of sensation that presaged orgasm, and he released both himself and Justin from his grips. He didn’t want to end things so soon.

Justin made a small whine at this sudden cessation of stimulus, then he sat down on the bed next to Susan. He smiled down at Susan, and Susan bashfully smiled back up. He opened his arms invitingly to Justin, and asked, “Hug?”

“Of course.” Justin lay down on top of him, and Susan shuddered at the sensation of full body contact even as he wrapped his arm around Justin.

“Too much?” asked Justin, a note of concern in his voice.

Susan gave a little huff of laughter. “Not at all. It’s…a lot, but it’s all good.”

Justin supported just enough of his weight on his arms to allow Susan to breathe easily, but his heavy presence on top of Susan was somehow comforting. A full-body hug, like a huge living blanket, pressing him down. Susan hugged him tighter, pulling them together even more.

Susan ran his hands up and down Justin’s back. “God, you’re hot. You feel so good.” Justin’s back was smooth and broad and hard, with interesting dips and valleys between the muscle groups that Susan couldn’t remember the names of. He experimentally dug his fingers into Justin’s shoulder muscles, and Justin groaned, perceptibly relaxing.

“Feeling tense?” Susan asked, as he continued to give Justin an impromptu shoulder massage.

Justin snorted, and lifted himself further up on his elbows so he could look Susan in the face.

“You’re not the only one this is new for,” he said.

Susan felt his eyes go wide. “Oh! You mean, you…you’re also…”

Justin rolled his eyes. “ _Susan._ How often have you heard me complain about my lack of dating opportunities? _When_ would I have ever gotten laid?”

Susan blushed at that. He’d just assumed that all his friends were more experienced than he, in touching and kissing and, uh, everything that came after that.

“Sorry,” he said quietly. “Do you…do you want to stop?”

“What? Why would I want to do that?”

“Do you mind your first time being with…me? A woman, technically?”

Justin snorted and shook his head, a look of fond exasperation on his face. “Would I have gone this far if I minded?”

“I don’t know…I just want to be sure you’re not just doing this for me. For my sake.”

Justin ground their groins together, and even though Susan’s erection had wilted somewhat during this conversation, the sensation was still thrilling. “Oh, believe me, I get something out of it too,” he said dryly. He seemed to notice that Susan still looked uncertain, so he smiled more gently and added, “You’re my friend. One of my best friends. I admit…I never expected to find us in this position”—

Susan giggled at their current “position.”

—“But, really, I can’t think of a better friend to share this with.” He bent and gave Susan a gentle kiss, then kissed him again, more firmly. Susan moaned into the kiss, heat returning to his body.

“Thank you,” Susan said quietly, after the kiss ended.

Justin chuckled and rubbed noses with Susan for a moment, causing Susan to giggle again. “Thank _you,”_ he said. They looked into each other’s eyes for a long moment, then Justin rolled to the side, slipping off of Susan’s body. He ended up nestled under Susan’s arm, one leg draped over Susan’s thighs and an arm resting on his chest. Justin toyed with one of Susan’s nipples for a moment, then his hand drifted further down.

Susan sighed happily at the sensation of Justin’s hand sliding over his belly. The sigh ended in a small gasp as Justin wrapped his hand around Susan’s cock. Susan had thought that stroking his own cock had felt good, but it was nothing compared to the sensation of having someone _else_ stroke it. He closed his eyes and moaned, lost in the sensation. Justin shifted and sat up a little, stroking all the while.

Since his eyes were closed, Susan’s first hint of Justin’s intentions was the sensation of Justin’s hot breath on his cock. His eyes snapped open just in time to see Justin hesitantly run his tongue along the underside of Susan’s cock.

If Justin’s hand on his cock had felt electric, his _tongue_ was indescribable. “Oh, _God_ ,” Susan gasped, and he grabbed Justin’s head. Justin’s tongue was wet and hot and soft and smooth, and utterly unlike anything Susan had ever felt before. He thrust his hips up to meet the source of the pleasure. Justin broke off and asked impishly, “Am I doing this right?” One hand stroked the base of Susan’s cock while the other fondled his balls.

Susan panted from the overload of sensation as he looked down at Justin. “Bwuh?”

“I’ll take that as a yes.”

“Uh-huh.”

“Never thought I’d see _you_ at a loss for words,” Justin grinned. Before Susan could come up with a witty reply, Justin took half of the length of Susan’s cock into his mouth, and Susan gave a sharp, wordless cry of pleasure, clawing at the sheets and thrashing in place.

Justin’s head began to bob up and down on Susan’s cock, and Susan finally managed to find at least a few words. “You…keep that up…I’m gonna…gonna…”

Justin lifted his head just long enough to say, “Good,” then he resumed sucking, giving Susan’s balls a gentle squeeze as he did so. Susan gave up on trying to hold back, and with a protracted moan felt his cock pulsing and throbbing deep inside Justin’s mouth. The sensation was unmistakably an orgasm, even though it felt very different from anything Susan had ever experienced before. But the pleasure was just as intense.

Justin moaned happily as Susan filled his mouth. He kept sucking and stroking and fondling until finally Susan gasped, “Enough, stop, please.”

Justin slid up the length of Susan’s body and rested his head on Susan’s chest. “Yum,” he said, sounding pleased.

Susan lay panting for several more minutes, just enjoying the feeling of having Justin close as the little post-orgasmic quivers died down.

“That…was _wonderful,”_ Susan said, feeling like his words were inadequate to the event.

“Good.” Justin lifted his head and looked curiously at Susan. “Was it very different from…you know…usual, for you?”

Susan laughed. “I’ve never had anyone go down on me before, so I’m not sure I can make any meaningful comparison.”

“Wasn’t quite what I meant.” Justin let his fingers run through Susan’s long silky hair as he lay beside him.

“I know.” Susan paused and tried to put into words the differences. “It was definitely an orgasm, I mean, there was no mistaking the sensation for anything else. But…even aside from the added stimulus of having another person involved…it was more…focused? Concentrated on one thing? Kinda. A normal—er, I mean, my _usual_ orgasms are more…spread out. Involve more of my whole pelvis, not just focused on—on the end of my…genitals.”

“Huh.”

Susan smirked at him. “You can always ask Tedd for a female transformation watch if you want to compare for yourself.”

“Hah. I don’t think so.” Justin was silent for a moment, the added, “Well, _maybe_ not.”

“Meanwhile…” Susan reached down to Justin’s waist, and was pleased to find his erection undiminished. “Can I give you a hand here?”

Justin wiggled his eyebrows suggestively. “ _Just_ a hand?” he asked hopefully.

Susan hesitated. “I…” He stroked Justin’s cock absently as he thought. “I’m less touch-adverse in this form, but…I’m not sure how far I can push myself.”

“Fair enough. But if you feel like experimenting to find out…”

Susan smiled at that, though he felt guilty about not being able to fully reciprocate Justin’s attentions. “I’m sorry.”

Justin made a little sound of appreciation at Susan’s attentions, then said, “Don’t be. I’m just amazed we’ve done as much as we have.”

Susan bit his lip, considering. “Let me…let me…explore a little.” He slid out from under Justin’s head and sat up.

“Explore?”

“Try things out. Baby steps.” _I mean, I was able to kiss him, swap saliva with him, lick his neck and chest, what’s the big deal here?_ The big deal being mouths and necks didn’t do double-duty as excretory organs, but he tried to ignore that thought.

“Just a second,” Justin said, and stood up. Susan watched as he walked to the bathroom, admiring his back and ass as he went. His muscles were truly amazing. Susan had never realized just how lovely the play of muscles in someone’s ass as they walked could be.

Susan heard water running for a minute before Justin came back out, rubbing a hand towel across his cock and balls, drying off.

“There. Think that might be more…palatable?” he asked, as he tossed the towel into the laundry hamper.

Susan laughed, blushing, and nodded. “Yeah. Maybe. Let’s find out.”

Justin lay back down on the bed beside Susan, and Susan bent over him to give him another kiss. He let his hand drift across Justin's chest and down his belly as they kissed. His abs were _truly_ spectacular, Susan thought, magic or not. Justin made an appreciative noise as Susan kissed his neck, which became a heated moan as Susan ran a finger down the length of his still slightly damp cock. _Damp because he just washed it_ , Susan reminded himself.

Recalling something he’d once read in an erotic work, Susan sat up beside Justin and pulled his hair to the front of his body, then dragged it down the length of Justin’s torso.

“Oh! _Yes,”_ Justin gasped. Susan grinned, pleased, and swung his head slowly back and forth a few times, teasing and stroking Justin’s skin with his hair. He ended with his head over Justin’s waist, and he resumed his hold on Justin’s cock. He gave it a few gentle strokes, reacquainting himself with the feeling of it.

Justin brushed Susan’s hair back behind his ears. The sensation of Justin’s hands in his hair was still a sensual thrill, though not as electric as it had been pre-orgasm.

“Can I see what you’re doing?” asked Justin.

Susan realized that his curtain of long hair was blocking Justin’s view of Susan’s activity at his waist. He sat up for a moment to pull the full length of his hair back behind his head. He smiled down at Justin, admiring the view as he did so.

“ _So_ sexy,” Susan said again.

“Likewise.”

Susan glanced down at his own body, and had to agree. “Yeah, I don’t make a bad-looking guy,” he conceded.

“I’ll say.”

Susan placed his hands on Justin’s abs, and lightly dragged his fingernails down to his thighs. Susan was fascinated to see Justin’s erection twitch and jump in response to this indirect stimulus. He wrapped the fingers of one hand back around Justin’s cock. He gently explored Justin’s balls for the first time with his other hand, fascinated by their texture. The fine fuzz of golden hair that covered his balls was silky soft.

As his hands explored Justin’s anatomy, becoming more familiar with it, Susan slowly lowered his head closer to Justin’s waist. _He doesn’t smell unpleasant. In fact, it’s kinda sexy. Musky._ Susan swallowed hard, suddenly more nervous.

“You don’t have to do anything you don’t want to,” Justin said quietly.

Susan looked up at him. “Oh, I _want_ to. In the abstract. I’m just getting used to the reality.” He smiled. “Thank you for washing. That was…kind.”

“Nah, it was selfish,” joked Justin. “I just wanted to feel your mouth on me, too.”

“Selfish, huh?” Maintaining eye contact with Justin, trying not to think too much about what he was doing, Susan stuck out his tongue and gently flicked it across the underside of the head of Justin’s cock. Justin’s eyes went wide and he gasped.

_Tastes like…skin,_ Susan thought. _Nice, clean, skin._ Still watching Justin’s reactions, which were eminently gratifying, he extended his tongue for a longer, slower lick up the length of Justin’s cock.

Justin moaned. “ _Fuck_ , that’s hot. Both the feeling, and seeing you do that.”

Susan chuckled. _I can do this_ , he realized. The pleasure of seeing Justin’s pleasure was overriding any last vestiges of hesitancy he was feeling, and he licked Justin again, more boldly this time. Justin’s eyes closed and groaned, his hands clenching the sheets beside his hips, his whole body going rigid.

Susan slowly slipped the tip of Justin’s cock into his mouth, fascinated by the texture of the head under his tongue, and equally fascinated by Justin’s reaction. He swirled his tongue around the head for a moment, to Justin’s evident pleasure.

Recalling what Justin had done to him, he grabbed the base of Justin’s cock with one hand and slowly stroked it as he slid more of his cock into his mouth. Susan bobbed up and down a few times, getting used to the sensation of Justin in his mouth.

Once the initial nervousness faded, Susan was surprised to find that sucking on Justin was actually pleasurable. Not just the pleasure of Justin’s moans and twitches, but the sensation of the cock in his mouth was sensual. Sexual. Stimulating in a way not unlike having Justin’s tongue in his mouth was stimulating.

Susan’s arousal had faded drastically post-orgasm, but he was surprised to feel a frisson of heat as he licked and fondled Justin. It was fascinating feeling the different textures and shapes under his tongue. Justin’s reactions to his explorations was even more fascinating. And arousing.

As Justin’s cock got became more slick with Susan’s saliva, his hand was slipping more smoothly up and down its length in synchrony with his mouth, and he slipped his other hand down to caress Justin’s balls.

“ _Suuusannn_ …” Justin moaned. “I…I…”

A little musky taste in Susan’s mouth warned him of what was happening, and he pulled Justin’s cock out of his mouth just in time. He jerked back in startlement as a jet of white cum shot past his face, splashing all over Justin’s chest and belly. Susan kept on stroking Justin’s cock, watching in fascination as Justin spurted again and again, his whole body twitching and flexing as he came.

As a last little trickle dribbled out of his cock and dripped down on Susan’s hand, Justin put a hand on Susan’s wrist, stopping him. Susan, recalling how hypersensitive he’d felt after climax, let go of Justin’s cock and wiped his hand on the sheets. He sat up and looked down at Justin’s panting form, covered with scattered puddles of cum.

“You, ah, want some tissues?” Susan asked.

Justin, his eyes still closed as his breathing gradually slowed, just nodded wordlessly. Susan pulled several tissues out of the box next to the bed. When Justin continued to just lay there panting, not taking the tissues from Susan, Susan hesitantly reached out and began wiping up his stomach. It surprised him how slippery the semen felt, and he curiously rubbed some between his thumb and forefinger, feeling it.

Justin’s eyes flew open at Susan’s touch. “Here, you don’t have to do that,” he said. “It’s my mess.”

Susan chuckled. “I’m pretty sure I helped make it,” he said, as he continued to wipe Justin clean. “Besides, having an excuse to feel your abs and pecs is no hardship.”

Justin smiled at that and lay still, letting Susan clean him. It felt like an oddly intimate thing, cleaning his naked friend, and Susan took his time at it, enjoying it.

When Justin was dried off, and the tissues disposed of, Susan curled up on the bed under Justin’s arm, resting his head on his shoulder. “Thanks.”

Justin laughed. “My pleasure.”

“Mine too, oddly.”

“Oddly?”

“I mean, I didn’t expect…fellatio…to be so much fun. From this side of the equation, I mean.”

“Well, I’m glad you enjoyed it too.”

“Yeah. I’m just sorry that this was all over so soon.”

“What do you mean?” asked Justin.

Susan shrugged. “I mean…guys aren’t multi-orgasmic. Isn’t it all kinda…one-and-done?”

Justin chuckled knowingly. “Oh, I think you’ll find you have more stamina than _that.”_

“Really?”

Instead of replying verbally, Justin kissed Susan again, a long, slow, sensual kiss, with plenty of gentle licking. He dug his fingernails into Susan’s scalp as they kissed, sending shivers down his body. Susan quickly warmed to the kiss, and was surprised to feel a stirring in his groin. Justin noticed the response, and grinned.

“Told you.”

“Okay, so maybe you _do_ know more about guys’ sexuality than I do.”

“Hah. Are you ready to acquire more data points for your research?”

Susan had to laugh at that. “Oh, yeah.”

 

 

* * *

 

 

 

A data-filled hour later, Susan yawned, and shook his head. “Hmmm. You feel so warm and cuddly,” he murmured, snuggling in against Justin. Susan couldn’t believe that being in such close contact with another person could actually feel _relaxing_.

“You too.”

Susan closed his eyes for a moment, just enjoying the warm sense of post-orgasmic lethargy pervading his body. Susan didn’t know if he’d _ever_ felt this relaxed. Justin’s hand gently stroking up and down his back just added to the sensation. He was completely unaware of just when he drifted off to sleep.

 

 

* * *

 

 

“Ah, Susan?”

Susan mumbled something unintelligible and burrowed in against Justin. Justin gently shook Susan’s arm.

“Susan? You might…want to wake up.”

Justin’s voice sounded sufficiently odd that Susan managed to crack an eye open and peer up at him in confusion. “Uh? Whazzit?”

“Ah…you’re, um…female. Again.”

It took a fraction of a second for her brain to process that sentence, then she was completely, fully awake. She sat up with a start and looked down at her body—yup, there were boobs again. Boobs that Justin was blushingly and pointedly not staring at. Susan hurriedly rolled away from Justin, and ended up sprawled on the floor next to her bed.

“Are you all right?” Justin asked, sounding alarmed.

“Sorry! Sorry! I’m fine!” she said, even as she grabbed the comforter from where it was piled on the floor next to the bed. Swaddled in the comforter, she sat up, to see Justin had pulled a sheet up over his waist. Susan thought that was a bit silly, given how intently she’d studied his anatomy just a little while ago, but at the same time, quite understandable. She looked up at him on the bed as he looked down on her on the floor.

They regarded each other for a long silent moment, before Justin began to quietly laugh. Susan was startled by that reaction, but after a moment, she found she was laughing too. She felt herself relax as they laughed together. She held out the hand that wasn’t clutching the comforter to her chest across the bed to Justin. He took it in his hand, and gently squeezed it.

“Well. That was…an experience,” Susan said as their laughter died down.

Justin snorted. “And a half, yeah.”

She bit her lip and stared up at her friend. “Are we good? Are you okay?”

Justin nodded. “Yeah. I think so. How do you feel?”

Susan gave the question serious thought. “I’m okay too, I think. I, um, _really_ need a shower right now, but other than that…yeah, I’m good.”

Justin smiled and gave her hand a gentle squeeze before letting go of it. “Well, ladies first. You can have first crack at the bathroom.”

“Actually, there’s a guest room down the hall with its own shower. You can clean up there if you wish.”

“Sounds good.” He swung his feet off the bed on the side opposite Susan and stood up. He took the sheet with him to wrap around his waist like an oversized skirt. She felt a little rush of thoroughly inappropriate heat at the sight of his broad muscular back. _Down, girl. That’s not for you._ She sighed. _Alas._

She stood up, comforter wrapped around her like a toga, and said, “It’s down the hall, second door on your left.”

“Thanks.” He shut the door behind him as he left, which Susan appreciated. She dropped the comforter and grabbed clean clothes from her dresser, then went to take her shower.

 

 

* * *

 

 

Susan emerged from the bathroom dressed in a t-shirt and shorts. She was just letting her hair down from the bun she’d put it up in to keep it dry while she showered. She was unsurprised to see that Justin had been faster at cleaning up, and was already sitting on the chair. She smiled awkwardly at him.

“Hey.”

“Hey yourself,” Justin replied with a small smile.

Susan started to sit down on the edge of her bed facing Justin, then she glanced at the messy sheets and shuddered.

“You want help changing the sheets?” asked Justin.

Susan felt a surge of gratitude. “Would you mind? You know it’s not you, right? It’s just…” She grimaced, annoyed that something that she had enjoyed so recently now repelled her.

“Just the mess, and bodily fluids, I know.” He smiled kindly at her and got up. He quickly stripped the bed and shoved the sheets into her laundry hamper. Susan felt herself relax as the soiled linens disappeared.

“Though I think you’d better wash those sheets yourself, if you don’t want any awkward questions from your mother.”

“Oh, yes.” Susan pulled out a set of clean sheets, and between the two of them they quickly re-made the bed.

Justin returned to the chair as she sat on her clean bed. “So. How do _you_ feel?” Justin asked, returning to the earlier question.

“Well, better now that the bed is changed. But, overall…good. I’m not sure I want to do that again anytime soon, but I think I’m glad I did it. We did it.” She chuckled. “I never imagined my first sexual experience would be with a gay male friend.”

Justin snorted. “Or that mine would be with a female friend.”

“But…no matter what the, ah, plumbing arrangements…I’m glad my first time was with a friend. A dear friend. Of whatever sort.”

Justin smiled, and Susan saw his shoulders drop, as if releasing some tension. “Yeah. Me too.”

Susan tried to tuck her still-messy hair back over her ear, and reached for her brush sitting on the bedside table. She paused, staring at the brush in her hand for a moment, then looked up at Justin shyly. “Would you mind brushing out my hair for me?”

Justin cocked his head and gave her a small smile. “Really?”

Susan took a deep breath. “Yeah. Really. I’d really appreciate it.”

Justin’s smile broadened, and he moved over to sit beside her on the bed. Susan handed him the brush, then turned so her back was to him. She twitched slightly as he slipped a hand between her hair and her neck to pull the hair toward him, but the discomfort was muted. Less than it had been before. As he began brushing, she felt herself relax.

“Thank you, Justin,” she murmured quietly.

Justin chuckled. “Any time. Really.”

As he worked the brush down the long length of her hair, gently teasing out tangles, she felt a small echo of her earlier pleasure return. Not at all sexual, but purely sensual. A warm feeling of relaxation spread through her as he worked.

Susan sighed almost silently, closed her eyes, and allowed herself to simply enjoy the sensation of her friend grooming her. Taking care of her.

It felt good.

**Author's Note:**

> Thanks to Zee McZed for beta reading and feedback.


End file.
